Mantis Mineral Corp. and Gondwana Energy Corp. Complete Business Combination
February 25, 2014 (Source: CNW) — Mantis Mineral Corp. (“Mantis“) (CNSX: MYN) and Gondwana Energy Corp. (“Gondwana“) are pleased to announce that they have completed their previously announced business combination (the “Business Combination“).
Gondwana was formed on September 6, 2013 and acquired a 70% interest in Miura Petroleum Limited, which holds a right to negotiate the acquisition of an interest in the off-shore license block at West Cape Three Points – South Block, located in Ghana, Africa and comprising approximately 1,604 square kilometres. Following the closing of the Business Combination, the Resulting Issuer plans to focus on advancing these petroleum assets in an effort to enhance overall shareholder value.
The Business Combination was structured in the form of an amalgamation pursuant to which Mantis amalgamated with Gondwana to form the amalgamated entity named “Gondwana Oil Corp.” (the “Resulting Issuer“), and all of the issued and outstanding securities of each of Gondwana and Mantis were cancelled in consideration of the issuance to the former holders thereof of equivalent securities of the Resulting Issuer on a 1:1 basis.
Prior to closing, Gondwana completed a private placement of 700,972,200 special warrants, (“Special Warrants“) to raise aggregate gross proceeds of $3,504,861. Each Special Warrant was deemed exercised prior to the closing of the Business Combination, for no additional consideration, into one unit (“Unit“) comprised of one common share of Gondwana (a “Gondwana Share“) and one common share purchase warrant of Gondwana (each, a “Warrant“), with each Warrant being exercisable until February 20, 2019 into one additional Gondwana Share at an exercise price of$0.05 per share. Also in connection with the private placement, Gondwana issued an aggregate of 48,793,000 compensation options (the “Compensation Options“), each entitling the holder to acquire one Unit for a period of five years at a price of $0.005 per Unit.
In connection with the Business Combination, all Gondwana Shares, stock options of Gondwana, Warrants, Compensation Options, common shares of Mantis (“Mantis Shares“) and stock options of Mantis were cancelled in consideration of the issuance of equivalent securities of the Resulting Issuer on a one-for-one basis. Accordingly, an aggregate of 1,041,807,068 common shares of the Resulting Issuer (“Resulting Issuer Shares“) were issued at closing, of which 140,834,867 such shares are held by former holders of Mantis Shares and 900,972,201 such shares are held by former holders of Gondwana Shares. Furthermore, an aggregate of 923,558,200 Resulting Issuer Shares have been reserved for issuance pursuant to convertible securities of Mantis and Gondwana which were outstanding upon the closing of the Business Combination (including all Warrants, Compensation Options and stock options).
Subject to the final approval of the Canadian Stock Exchange, it is anticipated that the Resulting Issuer Shares and the share purchase warrants of the Resulting Issuer which were issued in consideration for the cancellation of the Warrants will commence trading on the CSE at the open on Wednesday, February 26, 2014, under the symbols “GO” and “GO.WT”, respectively.
Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Resulting Issuer, including, but not limited to, the impact of general economic conditions, industry conditions, dependence upon regulatory approvals, and the uncertainty of obtaining additional financing. Readers are cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
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